SEMrush Holdings, Inc. — Director's Dealing 2023

Mar 22, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2023-03-17

Reporting Person: Fetisov Evgeny (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-17	Class A Common Stock	M	20000	$1.233	Acquired	159437	Direct
2023-03-17	Class A Common Stock	S	20000	$8.78	Disposed	139437	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-17	Employee Stock Option (Right to Buy)	$1.233	D	20000	Disposed	2029-05-20	Class B Common Stock (20000.0)	Direct
2023-03-17	Employee Stock Option (Right to Buy)	$1.233	A	20000	Acquired	2023-03-17	Class A Common Stock (20000.0)	Direct
2023-03-17	Employee Stock Option (Right to Buy)	$1.233	M	20000	Disposed	2023-03-17	Class A Common Stock (20000.0)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $8.53 to $8.87, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

F2: The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option with respect to the exercised shares. The original option was granted on May 20, 2019 and was exercisable for up to an aggregate total of 725,592 shares of Class B Common Stock, which shares fully vests as of May 20, 2023. The replacement option is exercisable for shares of Class A Common Stock for the number of shares exercised in this transaction.